Business Inquiry LOE

BUSINESS INQUIRY LOE

Parties

Service Provider:    Address:

Client Name:    Address:

Recitals

WHEREAS, Client seeks an initial business inquiry, assessment, and proposal regarding potential services and/or a commercial relationship relating to the Client's operations and business objectives; and

WHEREAS, Service Provider possesses expertise, resources, and experience to perform preliminary inquiry, analysis, and advisory activities and is willing to provide such services to Client on the terms set forth in this Letter of Engagement (LOE); and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

Service Provider shall perform the tasks described above and any ancillary activities reasonably necessary to complete the inquiry, including but not limited to meetings, data review, preliminary analysis, and preparation of a written inquiry report and recommendations. Any additional services outside this defined scope shall require prior written authorization and a statement of work or amendment signed by both Parties.

Payment Terms

Any past-due amounts shall accrue interest at a rate of on the outstanding balance, calculated monthly, together with the right of Service Provider to suspend services until payment is received. Client shall also be responsible for reasonable collection costs and legal fees incurred to recover overdue amounts.

Term and Termination

Either Party may terminate this LOE for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Termination for cause may be immediate where a Party materially breaches its obligations and fails to cure such breach within 10 days after receiving written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this LOE, "Confidential Information" means non-public business, technical or financial information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in oral, written or electronic form, whether marked confidential or not, that should reasonably be understood to be confidential. Receiving Party shall hold Confidential Information in strict confidence, shall use it solely to perform its obligations under this LOE, and shall not disclose it to third parties except to employees, agents, advisors, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this LOE by Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) was known to Receiving Party prior to disclosure as evidenced by written records, or (iv) is independently developed without use of Disclosing Party's Confidential Information. The obligations in this Section shall survive termination or expiration of this LOE for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each Party represents that it has the full power and authority to enter into this LOE and to perform its obligations hereunder. Service Provider represents that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS LOE, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages, including lost profits. Each Party's aggregate liability under or in connection with this LOE shall not exceed the total fees paid by Client to Service Provider under this LOE.

Governing Law and Dispute Resolution

This LOE shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties agree to seek resolution of disputes first through good faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county where the Service Provider's principal place of business is located, unless the Parties agree otherwise in writing.

Entire Agreement

This LOE, including any attachments or documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Neither Party may assign its rights or delegate its obligations under this LOE without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors. Nothing in this LOE creates an agency, partnership, joint venture or employment relationship between the Parties.

Sign Now